The Gaisanos and their retail store

METRO Retail Store Group Inc. (MRSGI) has authorized capital stock of 10 billion common shares with par value of P1 per share, according to the company’s general information sheet (GIS).

In the same GIS, Metro Retail Group listed 18 Filipinos and two foreigners as owners of 3.153 billion MRSGI common shares, equivalent to 91.937 percent of 3.429 billion outstanding MRSGI common shares, and 276.503 million MRSGI common shares, or 8.063 percent, respectively.

Of the Filipino-owned 3.153 billion MRSGI common shares, the company attributed to the public the ownership of 639.379 million, or 18.635 percent of 3.429 billion outstanding MRSGI common shares.

Metro Retail Group classified two foreigner stockholders as public stockholders.

The Cebu-based Gaisanos are the majority stockholders of Metro Retail Group, according to the GIS. The family controls the company through Vicsal Development Corp., which holds 2.475 billion MRSGI common shares, or 72.171 percent.

PCD Nominee Corp. holds 647.856 million MRSGI common shares, or 18.891 percent for Filipinos, and 281.898 million MRSGI common shares, or 8.214 percent for foreigners, respectively.

Acquisition by insiders

Romeo B. de Guzman, vice chairman of the 11-person board of Phoenix Petroleum Philippines Inc. (Market symbol: PNX), bought 150,000 PNX common shares at P12.46 per each on Nov. 17, 2017. The acquisition raises the number of PNX common shares he owns to 1.526 million common shares, or 0.107 percent of 1.431 billion outstanding PNX common shares. At P12.46 per share, De Guzman’s paper wealth stood at P19.014 million.

ANSCOR Consolidated Corp. (ASC), which is 100-percent-owned by A. Soriano Corp. (ANS) bought 302,500 common shares at P7.08 per share. The acquisition increased its ownership to 1.283 billion ANS common shares, which is equivalent to 51.313 percent of 2.5 billion outstanding common shares.

Geoffry Philip Andres, property president and chief operating officer of Melco Resorts and Entertainment (Philippines) Corp. (Market symbol: MRP) bought 849,566 MRP common shares at P1 each. In buying the additional MRP common shares, he increased his holding to 1.699 million MRP common shares. His ownership represents only a fraction of Melco’s 5.666 billion outstanding common shares.

Not anonymous X

In a mathematical expression, X stands for the unknown. On the Philippine Stock Exchange, it is not anonymous but is the market symbol used by Xurpas Inc., which has an authorized capital stock of 5 billion common shares with par value of P0.10 per share, according to Footnote No. 22 of the company’s unaudited 2017 third-quarter financial filing.

In selling common shares to the public investors on Nov. 12, 2014, Xurpas raised P1.66 billion from an initial offering of 344 million common shares at P3.97 per share. Grossing close to P2 billion does not make Xurpas anonymous.

Xurpas also gave the public investors a peek at its financials by providing them with detailed footnotes. It would be too long for Due Diligencer to explain the accounting entries, particularly those which fall under “equity.” It would be better for the public to read the financial filings along with the footnotes.

For instance, Footnote No. 22 explains how Xurpas has implemented capital expansion over the years. From 10 million authorized capital stock, consisting of 10 million common shares, it has grown to become a 5-billion stock company.

Xurpas, according the website of the PSE, has 1.804 billion outstanding common shares of 1.868 billion issued shares with P1 par value.

Due Diligencer’s take

As the holding company of the Soriano family, ASC, which stands for A. Soriano Corp., is controlled by Anscor. Surprisingly, Anscor is an ASC wholly owned subsidiary.

This is a case in which a unit is the controlling stockholder of the parent. This means as the parent, ASC, which uses ANS as market symbol, owns 100 percent of Anscor’s outstanding common shares.

Don’t be confused by the percentages presented by listed companies on the PSE website. When ASC’s “foreign ownership limit is 40 percent, this means foreigners are allowed to own a maximum of 40 percent of outstanding capital stock.

Do all listed companies comply with this ownership restriction?

If 40 percent is what ASC and other listed companies follow in disclosing their ownership profiles, foreigners are allowed to own up to 100 percent of Metro Retail Group.

Metro Retail Group said so in a posting on the PSE website.

If foreigners are allowed to own up to 100 percent of certain listed companies, are they also allowed to control the board? Just asking.